Table of Contents

Article 1: Name

The name of this organization is The University of Michigan Club of Seattle, hereinafter referred to as the “Club.”

Article 2: Status

The Alumni Association of the University of Michigan issued to the Club its Charter No. 4. The Club is incorporated as a nonprofit organization in the state of Washington.

Article 3: Purpose

The Club is an affiliate of, and chartered by, the Alumni Association of the University of Michigan (hereinafter, “AAUM”), an educational, nonprofit membership organization of graduates and friends of the University of Michigan (hereinafter, “U-M”). The Club and AAUM bring alumni together in support of each other and to promote the objectives of the University of Michigan through the establishment and maintenance of contact among the University, its graduates, and present and prospective students. Additionally, the club encourages and supports the matriculation of local students at the University of Michigan through the administration and continued development of the Roby Burley Scholarship fund.

Article 4: Membership

Section 4.1: Qualification of Members

All current members of AAUM in the Club’s geographic area (as determined by AAUM) are automatically members of the Club. The Club does not charge membership dues exclusive of AAUM. U-M alumni, U-M students and their parents, and other supporters of U-M who are not AAUM members are welcome and encouraged to participate in most club activities, though they are not entitled to vote on club business or to serve on the Board of Directors.

Section 4.2: Annual Meeting of Members

An annual meeting of the Club’s members (the “Annual Meeting”) shall take place in the month of May, the specific date, time, and location of which shall be designated by the Club’s board of directors (hereinafter, the “Board”). At the Annual Meeting, the Club’s members shall elect the Board of Directors and Officers, receive reports on the activities of the Club, and provide input to the direction of the Club for the coming year.

Section 4.3: Special Meetings of Members

Special meetings of the Club’s members may also be called by the Club’s president, a simple majority of the Club’s board of directors, or 10% of the Club’s membership.

Section 4.4: Notification of Member Meetings

Notice of Annual or Special Meetings shall be delivered to members via an email to the club’s mailing list (as provided by AAUM) at least one month prior to the meeting. This notice should indicate the issues to be decided at the meeting and that all members are invited to attend and vote.

Section 4.5: Voting by Members

All issues to be voted on at Annual or Special meetings shall be decided by a simple majority of those members present, with each member present in person entitled to one vote per issue (i.e., the members present at the meeting shall constitute a quorum).

Article 5: Board of Directors

Section 5.1: Board Qualifications

The Board of Directors shall be drawn from the membership of the Club. Directors shall be of the age of majority in the state of Washington.

Section 5.2: Board Size

The Board shall consist of 8 - 20 Directors, including the four Officers.

Section 5.3: Board Compensation

Directors shall not receive compensation for their services other than reasonable expenses incurred in the course of their Board duties.

Section 5.4: Board Role and Responsibilities

The role of the Board is to manage the affairs of the Club.

The general responsibilities of directors include: (a) serving as liaisons among the Club’s leadership, its members, U-M alumni, current and prospective U-M students, AAUM, U-M, and the community at large; (b) representing the diverse interests of the general membership; (c) assisting the Club’s officers in the administration of the Club and in volunteer identification and recruitment; (d) attending a majority of Board meetings in a given year; (e) attending Club events on a regular basis; and (f) contributing significantly to the work needed to sustain and improve the Club.

Section 5.5: Officers

Four of the Club’s Directors shall serve as Officers of the Board in the following roles: President, Vice President, Secretary and Treasurer. The officers’ responsibilities include setting overall strategy for the Club and leading efforts to revise these Bylaws, as needed.

Section 5.5.1: Duties of President

In addition to the other responsibilities of Directors and Officers, the President shall: (a) propose an agenda for each club meeting; (b) preside over each club meeting; (c) ultimately ensure that the Club meets all of its responsibilities to AAUM, its members, and to appropriate government agencies, in a manner consistent with the content of these bylaws.

Section 5.5.2: Duties of Vice President

In addition to the other responsibilities of Directors and Officers, the Vice President shall assume the duties of the President whenever the President is unable to perform those duties.

Section 5.5.3: Duties of Secretary

In addition to the other responsibilities of Directors and Officers, the Secretary shall: (a) record minutes of each club meeting; (b) make these minutes available to Officers, Directors and interested Members no more than fourteen (14) days after each meeting; (c) assure that meeting minutes, and other official club documents, are retained and preserved as part of the ongoing collection of club records.

Section 5.5.4: Duties of Treasurer

In addition to the other responsibilities of Directors and Officers, the Treasurer shall: (a) record all of the Club’s financial transactions; (b) maintain current and projected balances for the Club’s various accounts; (c) deposit, transfer, and disburse funds as necessary to conduct the Club’s business; and (d) make available such financial reports as may be needed by the Board, the AAUM, and the appropriate government agencies.

Section 5.6: Board Meetings

The Board shall generally meet monthly. The date, time and location of each meeting shall generally be determined by the Board at its prior meeting, but may be determined by one or more Officers in between meetings, so long as all Directors receive this information via email at least seven days prior to the meeting.

Section 5.7: Quorum and Voting

A quorum for the Board shall consist of a minimum of four Board members with at least one Officer in attendance. Action by the Board must be by a majority of the quorum. Voting by telephone or via Internet (e.g., email, SMS, video chat) is permitted.

The Board may also take action through virtual meetings conducted remotely though digital communications. In these cases, action by the Board must be by a majority of the Board’s members.

Section 5.8: Rules of Order

Robert’s Rules of Order, or any other set of Rules of Order duly adopted by a majority of the Board, shall govern parliamentary procedure in the Club meetings. However, most Board decisions are made by consensus of those participating, and formal votes shall be taken only when requested by an Officer or Director.

Section 5.9: Finances

The Club’s fiscal year shall be July 1 through June 30.

All payments shall be signed or electronically approved by the Treasurer or the President.

The Treasurer shall maintain records of all of the Club’s financial transactions, and make available such financial reports as may be needed by the Board, the AAUM, or by the appropriate government agencies.

Section 5.10: Changes to Board Composition

As events transpire throughout the year, the need and/or opportunity to remove/replace Board Directors and Officers, and to augment Board membership, may arise from time to time. The Board is authorized to make such changes as it deems advisable, by voting as it would on any other action.

Section 5.11: Committees and Club Volunteers

The Board may appoint Committees, designate Committee Chairs, and assign actions to other Club volunteers, as they deem appropriate.

Section 5.12: Nonliability of Directors

Neither the Directors nor the Officers shall be personally liable for the debts, liabilities, or other obligations of the Club.

Section 5.13: Indemnification of Directors and Officers

The Club’s Directors and Officers shall be indemnified by the Club to the fullest extent permissible under the laws of the state of Washington.

Article 6: Relationship with AAUM

The Club shall notify AAUM of any changes to the composition of its Board within thirty days of the vote responsible for any such change.

In order to maintain its AAUM Charter and Affiliation in good standing, the Club shall observe all rules and regulations promulgated by AAUM, including the submission of required reports on a timely basis.

Article 7: Amendments

These Bylaws may be amended by the Board of Officers and Directors, by voting as they would on any other action, whenever they find it to be in the best interests of the Club to do so.